MATERIAL FACT
Pursuant to Article 157, Paragraph 4 of Law 6404/76 and CVM Instruction 358/02, as amended, Kroton Educacional S.A. (“Kroton” or “Company”) hereby informs its shareholders and the general market that, through its wholly owned subsidiary Editora e Distribuidora Educacional S.A. (“Editora”), it concluded, on July 18, 2011, the acquisition of 100% of the quotas issued by Centro de Ensino Atenas Maranhense Ltda. (“CEAMA”), the controlling institution of Faculdade Atenas Maranhense - FAMA (“Acquisition”), which is located in the Municipality of São Luís and has a branch office in the Municipality of Imperatriz, both in the state of Maranhão, as per the Material Fact published on May 26, 2011.
The acquisition also included the property owned by CEAMA on which the operations of FAMA in São Luis are conducted, with total area of 24,500 m2 and built area of 14,000 m2 (“Property”). The Company maintained a purchase option, which may be exercised at its discretion, for the acquisition of the property contiguous to the Property, with area of approximately 5,500 m2 and duration of 24 months.
In view of the closing, Editora will pay the Sellers R$ 28.4 million (“Price”), which is the result of the value attributed to the Equity of R$ 24.0 million (“Equity Price”) and to the Property of R$ 23.0 million (“Property Price”), deducted from CEAMA’s net debt amounting to R$ 18.6 million (“Net Debt”). The Price consists of the payment of 50% on July 18, 2011 and of three (3) annual payments, restated by the IPCA consumer price index, with the retention of any liabilities that are the responsibility of the Sellers.
Today, CEAMA has 5,007 students in São Luis and in Imperatriz and 2,100 openings annually.
Lastly, the Company clarifies that, for the purposes of Article 256 of Law 6,404/76, it will ascertain if any of the criteria established in said article are applicable, in which case the Acquisition will be submitted to the Meeting of the Company‘s Shareholders for ratification. If the holding of a Meeting of Shareholders is required to ratify the Acquisition, the Company will disclose, at an opportune time, the terms and conditions for the exercise of withdrawal rights by any dissenting shareholders. If none of the criteria established in said article apply to the Acquisition, a Meeting of the Company‘s Shareholders will not be held to ratify the transaction.
Belo Horizonte, July 19, 2011
Carlos Alberto Bolina Lazar
Investor Relations Officer
For more information, please contact the Investor Relations department:
Carlos Lazar - IR Officer
Phillipe Casale - Analyst
Telephones: + 55 (11) 3775-2288 or + 55 (11) 3775-2003
E-mail: dri@kroton.com.br
www.kroton.com.br/ir
ABOUT KROTON
Kroton Educacional S.A. is one of the largest private for-profit educational organizations in Brazil. With over 45 years of operations, the company has a unique business model and an innovative academic project. It is present in 29 cities in 9 states and has 40 Post Secondary Education campuses with over 92,000 enrolled students, as well as around 280,000 Primary and Secondary education students in 771 Associated Schools in the private sector and 4 municipalities in the public sector.